Columbus IT Partner A/S settles the second part of the purchase sum for 100% of the shares in the US-based software company, VerticalSoft inc, against payment in shares
Columbus IT Partner A/S settles the second part of the purchase sum for 100% of the shares in the US-based software company, VerticalSoft inc, against payment in shares
May 18, 2007 at 11:31 AM CEST
In January 2006, Columbus IT Partner A/S, via the American subsidiary, acquired 100% of the share capital in the software company, VerticalSoft. Please refer to Stock Exchange Release no. 1/2006. VerticalSoft is a leading American technology software company which develops Microsoft Navision-based industry solutions for the chemical and food industries. Aside from the head office in Weymouth, Massachusetts, VerticalSoft has divisions in San Francisco and New Orleans. The purchase sum for shareholdings in VerticalSoft amounted to a minimum of USD 2.0m and a maximum of USD 3.4m. The total purchase price was calculated on the basis of VerticalSoft's net profit after tax for 2005 and 2006 with the addition of a maximum royalty fee of USD 0.25m. Columbus IT Partner A/S' payment of the first part of the above mentioned purchase sum corresponding to USD 1.5m was paid in January 2006 through the issuance of 887,284 shares. Settlement of the second part of the purchase sum amounts to USD 1,830,270 based on the companies results in 2006. After the settlement of the second part of the purchase sum, there is a potential outstanding balance of USD 0 - 0.25m. This outstanding balance can be calculated with finality within 60 days from today, and should this calculation result in an additional payment, the balance of the purchase sum will also be settled by issuing shares in Columbus IT Partner A/S. Further, a new stock exchange release will be issued. If the calculation does not result in an additional outstanding balance, the purchase sum is considered settled, and no further stock exchange releases will be issued about this matter. As of today, the Board of Directors has approved that the second part of the purchase sum has been immediately settled through the issuance of 1,234,647 shares corresponding to approximately 1.64% of Columbus IT Partner A/S' total share capital prior to the issuance. After the issuance of shares, the share capital of Columbus IT Partner A/S consists of 76,463,827 shares of nominal value DKK 1.25 or a total nominal value of DKK 95,579,783.75. As of today, the Board of Directors has approved the capital increase against debt conversion by the share subscriber, Richard Nissi's balance due from the company pursuant to the original non-cash contribution agreement. The issuance of shares will be carried out as soon as possible. Today, the share subscriber has signed the subscription list for the new shares. The new shares are issued at a rate of 8.16 per share of nominal value DKK 1.25. The rate is calculated as the average of the closing prices of the Columbus IT Partner shares in the Copenhagen Stock Exchange during the last 20 trading days prior to May 16, 2007. The shares are issued without pre-emption rights for the existing shareholders. The capital increase is made by the Board of Directors exercising its authorization in Art. 5.1 of the Articles of Association. The new shareholder will have rights similar to the existing shareholders, including the same rights to dividend for the fiscal year 2007. The new shares will be negotiable instruments with no restrictions on their negotiability. The transaction does not give cause for changes regarding the outlook for 2007 already expressed by Columbus IT. Please see Stock Exchange Release no. 8/2007. As a consequence of the capital increase, the share capital in Columbus IT Partner A/S is subsequently constituted as follows: Share capital Shares DKK nom. DKK 1.25 nom. Share capital before 18 May 2007 94,036,475.00 75,229,180.00 Capital increase on 18 May 2007 at DKK 8.16 1,543,308.75 1,234,647.00 New share capital 95,579,783.75 76,463,827.00 Ownership after the capital increase: Holdings before Holdings after the capital increase the capital increase Shares % Shares % Consolidated Holdings A/S 25,163,161 33.45% 25,163,161 32.91% Gaardboe Holding ApS in liquidation 13,012,461 17.30% 13,012,461 17.02% Nordea A/S 2,905,324 3.86% 2,905,324 3.80% Other shareholders 34,148,234 45.39% 35,382,881 46.27% Total 75,229,180 100.00% 76,463,827 100.00% Tax on dividends Taxation of individuals and corporations based in Denmark on dividends on shares occurs in accordance with the applicable legislation on taxation on dividends of individuals and corporations. With respect to taxation of individuals and corporations based abroad, please refer to the applicable legislation including relevant double taxation agreements. Information about Columbus IT Partner Columbus IT Partner A/S is incorporated under no. 13 22 83 45. The company's fiscal year runs from 1 January to 31 December. The stock code (ISIN) for the company's shares is DK0010268366. The new shares will be applied for listing under the same stock code as the existing shares. Ib Kunøe Michael Gaardboe Chairman of the Board Chief Executive Officer Columbus IT Partner A/S Columbus IT Partner A/S Contact for further details: CEO, Michael Gaardboe or CFO, Sven Madsen, T: (+45) 70 20 50 00.